8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2023-01-24 For: 2023-01-24
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

January 24, 2023

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware 0-15010 39-1140809
(State or other jurisdiction of<br> incorporation) (Commission File Number) (I.R.S. Employer<br> Identification Number)
129 Marten Street<br> Mondovi, Wisconsin 54755
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(Address of principal executive offices) (Zip Code)

(715) 926-4216

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class: Name of each exchange on which registered:
COMMON STOCK, PAR VALUE THE NASDAQ STOCK MARKET LLC
.01 PER SHARE (NASDAQ GLOBAL SELECT MARKET)

All values are in US Dollars.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Section 2Financial Information

Item 2.02. Results of Operations and Financial Condition.

On January 24, 2023, the company issued a press release announcing financial results for the quarter and year ended December 31, 2022. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 24, 2023 announcing the company’s financial results for this period.

The press release also includes a discussion of operating revenue, net of fuel surcharge revenue; and operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue. The company provided these additional disclosures because management believes removing these items provide a more consistent basis for comparing results of operations from period to period. These financial measures in the press release have not been determined in accordance with generally accepted accounting principles (“GAAP”). Pursuant to Regulation G, the company has included a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures. For the discussion of operating revenue, net of fuel surcharge revenue; and operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue, the most directly comparable GAAP financial measures are operating revenue, and operating expenses divided by operating revenue, which are reconciled in the attached Exhibit 99.1.

The information contained in this report and the exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 7 – Regulation FD

Item 7.01.     Regulation FD Disclosure.

Representatives of the company make presentations at investor conferences and in other forums, and these presentations may include the information contained in Exhibit 99.2 attached to this current report on Form 8-K. A copy of the presentation slides containing such information that may be disclosed by the company is attached as Exhibit 99.2 to this report and the information set forth therein is incorporated herein by reference and constitutes a part of this report. The company expects to disclose the information contained in Exhibit 99.2, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during 2023.

The company is furnishing the information contained in Exhibit 99.2 pursuant to Regulation FD and Item 7.01 of Form 8-K. The information in Exhibit 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained in Exhibit 99.2 is summary information that is intended to be considered in the context of the company’s SEC filings and other public announcements that the company may make, by press release or otherwise, from time to time. The company undertakes no duty or obligation to publicly update or revise the information contained in Exhibit 99.2, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. By filing this current report on Form 8-K and furnishing this information, the company makes no admission as to the materiality of any information contained in this report, including Exhibit 99.2.


Section 9Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not Applicable.

(b) Pro Forma Financial Information.

Not Applicable.

(c) Shell Company Transactions.

Not Applicable.

(d) Exhibits.
Exhibit No. Description
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99.1 Press Release dated January 24, 2023 (included herewith).
99.2 Investor presentation slides used by Marten Transport, Ltd. (included herewith).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MARTEN TRANSPORT, LTD.
Dated: January 24, 2023 By /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer

2

ex_465121.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS

Sixteenth consecutive quarter of year-over-year profit growth

Highest operating revenue and operating income for any year in Martens history

Best operating ratio, net of fuel surcharges, for any year since Marten became a public company

MONDOVI, Wis., January 24, 2023 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 3.2% improvement in net income to $25.5 million, or 31 cents per diluted share, for the fourth quarter ended December 31, 2022, from $24.7 million, or 30 cents per diluted share, for the fourth quarter of 2021 – Marten’s sixteenth consecutive year-over-year increase in quarterly profitability. For the year ended December 31, 2022, net income improved 29.2% to $110.4 million, or $1.35 per diluted share, from $85.4 million, or $1.02 per diluted share, for 2021. ****

Operating Results Comparison
Percentage Percentage Percentage Percentage Percentage
Increase Increase Increase Increase Increase
Three Months Year Year Year Year
Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31,
2022 vs. 2021 2022 vs. 2021 2021 vs. 2020 2020 vs. 2019 2019 vs. 2018
Operating revenue **** 20.9 % **** 29.8 % **** 11.4 % 3.7 % 7.1 %
Operating revenue, net of fuel surcharges **** 15.8 % **** 23.1 % **** 8.3 % 6.8 % 8.6 %
Operating income **** 6.9 % **** 28.3 % **** 19.8 % 21.9 % 8.7 %
Net income **** 3.2 % **** 29.2 % **** 22.9 % 13.8 % 11.0 %

Operating revenue improved 20.9% to $322.6 million for the fourth quarter of 2022 from $266.9 million for the fourth quarter of 2021. Excluding fuel surcharges, operating revenue improved 15.8% to $269.7 million for the 2022 quarter from $232.9 million for the 2021 quarter. Fuel surcharge revenue increased to $52.9 million for the 2022 quarter from $34.0 million for the 2021 quarter, reflecting significantly higher fuel prices.

Operating revenue improved 29.8% to $1.264 billion for 2022, the highest amount for any year in Marten’s 77-year history, from $973.6 million for 2021. Excluding fuel surcharges, operating revenue improved 23.1% to $1.053 billion for 2022 from $855.9 million for 2021. Fuel surcharge revenue increased to $210.4 million for 2022 from $117.7 million for 2021.

Operating income improved 6.9% to $32.8 million for the fourth quarter of 2022 from $30.7 million for the fourth quarter of 2021. Operating income improved 28.3% to $143.3 million for 2022, the highest amount for any year in Marten’s 77-year history, from $111.7 million for 2021.

Operating expenses as a percentage of operating revenue were 89.8% for the fourth quarter of 2022 and 88.5% for the fourth quarter of 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 87.8% for the 2022 quarter and 86.8% for the 2021 quarter.


Operating expenses as a percentage of operating revenue were 88.7% for 2022 and 88.5% for 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 86.4% for 2022, the best ratio for any year since Marten became a public company in 1986, from 87.0%.

Executive Chairman Randolph L. Marten stated, “Consistent. Strong. Profitable. Organic Growth.”

“Our talented, disciplined people earned our sixteenth consecutive quarter of year-over-year profit growth, overcoming a freight environment made more challenging with additional pressure from rail service weakness and severe weather. In 2022, we attained our fifth consecutive year with each of our then-highest operating revenue and operating income – and our third consecutive year with our then-best operating ratio, net of fuel surcharges, since Marten became a public company in 1986.”

“Our organic expansion throughout 2022 also provides momentum for continued profitable growth as we began 2023 with 425 more of the industry’s top drivers than we employed at the beginning of 2022.”

Operating Results Since the Pandemic BeganPercentage Increase Over Same Quarter of Prior Year ****
Q4 2022 Q3 2022 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021 Q1 2021 Q4 2020 Q3 2020 Q2 2020
Operating revenue **** 20.9 % **** 29.1 % **** 41.8 % **** 28.8 % 17.4 % 16.3 % 9.4 % 2.0 % 4.7 % 0.5 % 0.1 %
Operating revenue, net of fuel surcharges **** 15.8 % **** 21.8 % **** 32.1 % **** 23.8 % 12.5 % 12.8 % 5.0 % 2.5 % 8.8 % 3.8 % 4.7 %
Operating income **** 6.9 % **** 18.5 % **** 43.5 % **** 49.4 % 20.0 % 16.8 % 12.9 % 33.1 % 36.0 % 21.8 % 26.6 %
Net income **** 3.2 % **** 20.6 % **** 47.8 % **** 52.9 % 26.1 % 17.9 % 18.1 % 31.3 % 24.5 % 8.8 % 19.4 %

Current Investor Presentation

Marten Transport, with headquarters in Mondovi, Wis., is a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across Marten’s five distinct business platforms - Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico. Marten is one of the leading temperature-sensitive truckload carriers in the United States, specializing in transporting and distributing food, beverages and other consumer packaged goods that require a temperature-controlled or insulated environment. The Company offers service in the United States, Mexico and Canada, concentrating on expedited movements for high-volume customers. Marten’s common stock is traded on the Nasdaq Global Select Market under the symbol MRTN.

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include a discussion of Marten’s prospects for future growth and by their nature involve substantial risks and uncertainties, and actual results may differ materially from those expressed in such forward-looking statements. Important factors known to the Company that could cause actual results to differ materially from those discussed in the forward-looking statements are discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.


CONTACTS: Tim Kohl, Chief Executive Officer, and Jim Hinnendael, Executive Vice President and Chief Financial Officer, of Marten Transport, Ltd., 715-926-4216.


MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

December 31,
(In thousands, except share information) 2021
ASSETS
Current assets:
Cash and cash equivalents 80,600 $ 56,995
Receivables:
Trade, net 120,702 99,003
Other 7,218 6,971
Prepaid expenses and other 27,320 23,980
Total current assets 235,840 186,949
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 1,074,832 956,476
Accumulated depreciation (346,665 ) (274,199 )
Net property and equipment 728,167 682,277
Other noncurrent assets 1,672 1,464
Total assets 965,679 $ 870,690
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 37,299 $ 20,150
Insurance and claims accruals 45,747 42,014
Accrued and other current liabilities 41,264 31,395
Total current liabilities 124,310 93,559
Deferred income taxes 137,041 125,163
Noncurrent operating lease liabilities 409 291
Total liabilities 261,760 219,013
Stockholders’ equity:
Preferred stock, .01 par value per share; 2,000,000 shares authorized; no shares issued and outstanding - -
Common stock, .01 par value per share; 192,000,000 shares authorized; 81,115,132 shares at December 31, 2022, and 83,034,404 shares at December 31, 2021, issued and outstanding 811 830
Additional paid-in capital 47,188 85,718
Retained earnings 655,920 565,129
Total stockholders’ equity 703,919 651,677
Total liabilities and stockholders’ equity 965,679 $ 870,690

All values are in US Dollars.


MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Year
Ended December 31, Ended December 31,
(In thousands, except per share information) 2022 2021 2022 2021
Operating revenue $ 322,584 $ 266,876 $ 1,263,878 $ 973,644
Operating expenses (income):
Salaries, wages and benefits 104,722 88,577 390,304 317,962
Purchased transportation 60,599 54,592 249,792 193,221
Fuel and fuel taxes 55,567 36,435 218,571 131,288
Supplies and maintenance 15,180 11,592 55,700 45,459
Depreciation 29,625 25,964 111,014 102,562
Operating taxes and licenses 2,712 2,498 10,763 10,534
Insurance and claims 12,417 10,649 50,513 41,987
Communications and utilities 2,538 2,030 9,177 8,350
Gain on disposition of revenue equipment (2,957 ) (4,436 ) (13,379 ) (16,295 )
Other 9,398 8,298 38,079 26,887
Total operating expenses 289,801 236,199 1,120,534 861,955
Operating income 32,783 30,677 143,344 111,689
Other (520 ) (16 ) (827 ) (43 )
Income before income taxes 33,303 30,693 144,171 111,732
Income taxes expense 7,789 5,963 33,817 26,304
Net income $ 25,514 $ 24,730 $ 110,354 $ 85,428
Basic earnings per common share $ 0.31 $ 0.30 $ 1.35 $ 1.03
Diluted earnings per common share $ 0.31 $ 0.30 $ 1.35 $ 1.02
Dividends declared per common share $ 0.06 $ 0.04 $ 0.24 $ 0.66

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Three Months Three Months Three Months
Ended Ended Ended
December 31, December 31, December 31,
(Dollars in thousands) 2022 2021 2022 vs. 2021 2022 vs. 2021
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 108,565 $ 91,848 $ 16,717 18.2 %
Truckload fuel surcharge revenue 22,759 14,345 8,414 58.7
Total Truckload revenue 131,324 106,193 25,131 23.7
Dedicated revenue, net of fuel surcharge revenue 87,985 73,928 14,057 19.0
Dedicated fuel surcharge revenue 23,775 14,994 8,781 58.6
Total Dedicated revenue 111,760 88,922 22,838 25.7
Intermodal revenue, net of fuel surcharge revenue 22,863 23,275 (412 ) (1.8 )
Intermodal fuel surcharge revenue 6,390 4,627 1,763 38.1
Total Intermodal revenue 29,253 27,902 1,351 4.8
Brokerage revenue 50,247 43,859 6,388 14.6
Total operating revenue $ 322,584 $ 266,876 $ 55,708 20.9 %
Operating income:
Truckload $ 13,414 $ 14,750 $ (1,336 ) (9.1 )%
Dedicated 12,877 8,321 4,556 54.8
Intermodal 728 3,328 (2,600 ) (78.1 )
Brokerage 5,764 4,278 1,486 34.7
Total operating income $ 32,783 $ 30,677 $ 2,106 6.9 %
Operating ratio:
Truckload 89.8 % 86.1 %
Dedicated 88.5 90.6
Intermodal 97.5 88.1
Brokerage 88.5 90.2
Consolidated operating ratio 89.8 % 88.5 %
Operating ratio, net of fuel surcharges:
Truckload 87.6 % 83.9 %
Dedicated 85.4 88.7
Intermodal 96.8 85.7
Brokerage 88.5 90.2
Consolidated operating ratio, net of fuel surcharges 87.8 % 86.8 %

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
(Dollars in thousands) 2022 2021 2022 vs. 2021 2022 vs. 2021
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 411,448 $ 346,289 $ 65,159 18.8 %
Truckload fuel surcharge revenue 89,014 50,377 38,637 76.7
Total Truckload revenue 500,462 396,666 103,796 26.2
Dedicated revenue, net of fuel surcharge revenue 336,973 276,883 60,090 21.7
Dedicated fuel surcharge revenue 92,119 52,559 39,560 75.3
Total Dedicated revenue 429,092 329,442 99,650 30.2
Intermodal revenue, net of fuel surcharge revenue 100,452 87,468 12,984 14.8
Intermodal fuel surcharge revenue 29,313 14,777 14,536 98.4
Total Intermodal revenue 129,765 102,245 27,520 26.9
Brokerage revenue 204,559 145,291 59,268 40.8
Total operating revenue $ 1,263,878 $ 973,644 $ 290,234 29.8 %
Operating income:
Truckload $ 59,392 $ 51,032 $ 8,360 16.4 %
Dedicated 50,566 36,395 14,171 38.9
Intermodal 10,639 9,479 1,160 12.2
Brokerage 22,747 14,783 7,964 53.9
Total operating income $ 143,344 $ 111,689 $ 31,655 28.3 %
Operating ratio:
Truckload 88.1 % 87.1 %
Dedicated 88.2 89.0
Intermodal 91.8 90.7
Brokerage 88.9 89.8
Consolidated operating ratio 88.7 % 88.5 %
Operating ratio, net of fuel surcharges:
Truckload 85.6 % 85.3 %
Dedicated 85.0 86.9
Intermodal 89.4 89.2
Brokerage 88.9 89.8
Consolidated operating ratio, net of fuel surcharges 86.4 % 87.0 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Year
Ended December 31, Ended December 31,
2022 2021 2022 2021
Truckload Segment:
Revenue (in thousands) $ 131,324 $ 106,193 $ 500,462 $ 396,666
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,683 $ 4,663 $ 4,898 $ 4,315
Average tractors^(1)^ 1,763 1,499 1,611 1,539
Average miles per trip 504 515 510 516
Non-revenue miles percentage^(2)^ 11.9 % 10.4 % 11.1 % 10.1 %
Total miles (in thousands) 39,303 35,679 149,868 147,192
Dedicated Segment:
Revenue (in thousands) $ 111,760 $ 88,922 $ 429,092 $ 329,442
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,925 $ 3,592 $ 3,963 $ 3,377
Average tractors^(1)^ 1,706 1,566 1,631 1,572
Average miles per trip 345 330 341 322
Non-revenue miles percentage^(2)^ 1.1 % 1.2 % 1.1 % 1.0 %
Total miles (in thousands) 34,910 32,491 136,310 128,256
Intermodal Segment:
Revenue (in thousands) $ 29,253 $ 27,902 $ 129,765 $ 102,245
Loads 7,255 8,102 31,862 32,987
Average tractors 181 152 175 143
Brokerage Segment:
Revenue (in thousands) $ 50,247 $ 43,859 $ 204,559 $ 145,291
Loads 25,713 19,345 95,615 66,512
At December 31, 2022 and December 31, 2021:
Total tractors^(1)^ 3,660 3,204
Average age of company tractors (in years) 1.7 1.4
Total trailers 5,753 5,299
Average age of company trailers (in years) 3.9 3.3
Ratio of trailers to tractors^(1)^ 1.6 1.7
Total refrigerated containers 802 634
Three Months Year
--- --- --- --- --- --- --- --- --- --- --- --- ---
Ended December 31, Ended December 31,
(In thousands) 2022 2021 2022 2021
Net cash provided by operating activities $ 56,268 $ 43,295 $ 219,489 $ 171,204
Net cash (used for) investing activities (42,542 ) (21,592 ) (134,958 ) (123,734 )
Net cash (used for) financing activities (4,618 ) (48,608 ) (60,926 ) (56,602 )
Weighted average shares outstanding:
Basic 81,105 82,983 81,692 82,872
Diluted 81,391 83,420 81,959 83,408
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 96 and 93 tractors as of December 31, 2022 and 2021, respectively.
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(2) Represents the percentage of miles for which the company is not compensated.

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Exhibit 99.2

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